Return of the Knucklehead
by LuckyLadybug
Summary: 1987 series, my Exit the Fly verse. Baxter has had arachnophobia ever since his cross-fusion with a fly. It doesn't help matters in the least when Barney upgrades Baxter's old spider robot and sends it out to terrorize the city.


**Teenage Mutant Ninja Turtles 1987**

 **Return of the Knucklehead**

 **By Lucky_Ladybug**

 **Notes: The characters are not mine and the story is! This is the next installment in my** _ **Exit the Fly**_ **verse set around late season 7 or a different season 8. Baxter is human again and an ally of the Turtles. Barney works for Shredder.**

Baxter sighed to himself as he wandered into the kitchen of his apartment one cold morning and started rummaging through the cupboards and the fridge to see what he had available for breakfast. He was still half-asleep, but the sudden shadow of an eight-legged menace brought him sharply awake. He spun, ready to attack, and then saw that the spider was on the outside of the window. It walked up the rest of the way and disappeared.

Baxter's shoulders slumped. Many people had arachnophobia, but it had never been a problem for him until he had spent time cross-fused with a fly. He still had nightmares about landing in that enormous otherworldly spider's web at times. Worse, even normal Earth spiders terrified him now. It frustrated him to no end. Unless a spider was poisonous, he had no reason to fear it as a human. Particularly if it was so miniscule compared to him.

He made some toast and settled down at the table with the morning paper. Nothing unusual had happened overnight, apparently. Who knew what would be happening by the time he got in to work. He didn't have to be there as early today, so he planned to continue his search for a vehicle first. Maybe he was just being unreasonably picky, but he hadn't found one yet that really spoke to him. When he was spending money on it, he wanted it to be one he really liked.

The Turtle-Comm rang and he reached over to answer it. "Hello, Michelangelo," he greeted.

"Like, hi!" Michelangelo chirped. "How're things going?"

"Everything's fine right now," Baxter replied. "I'm going to look for something to drive before work."

"Oh. That's cool." Michelangelo looked somewhat hesitant. Vehicles had been a rather awkward topic between them, all things considered. "Hey, you know, I've always kinda wondered. Why did you have all that surveillance stuff in your van anyway?"

Baxter looked darkly amused. "Barney always said I was the idiotically idealistic one. I had dreams of being useful to humanity, so much so that I really wanted to help the local law-enforcement. The surveillance equipment was for listening in on police scanners and tracking criminals. But I soon discovered that the police weren't ready to start using robots or the other technology I could provide. I certainly wasn't about to be a vigilante, but I kept the equipment in my van anyway and sometimes made use of it when I was thinking about what to invent next."

"Wow." Michelangelo looked both surprised and sad. "I don't think any of us thought of that, if we thought about it at all. I guess we all figured, well, that it was for some nefarious purpose or something."

Baxter was always entertained when Michelangelo suddenly broke out with a word he wouldn't expect Michelangelo to know. "That doesn't surprise me," he said. "The police thought I was some kind of crackpot."

"But it wasn't really that long after that when they made that robot cop," Michelangelo remembered.

"I've heard _that_ didn't go over well," Baxter remarked. "Apparently the police force really isn't ready for that type of technology."

"Well, maybe not for robots, but there's lots of other cool stuff they've been getting," Michelangelo said. "Maybe you should try talking to them again. Maybe that Lieutenant Kojak would be interested."

"I had the impression he prefers more traditional methods of catching criminals," Baxter said. "But I'll think about it."

"Gnarly!" Michelangelo grinned. "There's always lots of crime in this city, even when Shred-Head isn't causing trouble."

"Shredder hasn't attacked since the disaster at the Floxy," Baxter mused.

"Yeah, and you and Donatello still don't know what that weird power source is," Michelangelo said.

"Maybe I can come over tonight and we'll work on it some more," Baxter suggested.

"That'd be great!" Michelangelo said. "You could come in time for dinner."

"I'll plan on it," Baxter said. "If nothing goes mysteriously wrong in the meantime."

"Hey, everything's been bodacious for the last several days, right?"

"That's exactly why something might be about to go wrong again," Baxter said dryly.

"I guess you can look at it that way," Michelangelo said slowly. "Personally, I'd rather just milk the break for all it's worth and not worry about what _might_ happen!"

Baxter gave a half-smile. "Of course you would. That's part of what makes you who you are." He sighed. "I'll try to think of it that way."

"Great!" But then Michelangelo paused, sobering as a new thought came to him. "You're probably worried about if Barney's okay, aren't you?"

"He fell off a balcony," Baxter pointed out. "I don't know how he walked away from that appearing unhurt. I wouldn't be surprised at all if he was injured but hiding it."

Michelangelo was silent for a moment. "Well, he couldn't have been that hurt if he could hide it so good."

"That's what I tell myself," Baxter said. "I hate that I had to let him go." Knowing Michelangelo was likely awkward with the conversation topic, he continued, "But I realize I had to."

"Yeah. . . . But maybe he'll come back!" Michelangelo said hopefully. "I mean . . . maybe he'll come back and not want to work for Shredder any more."

"I'm not counting on it," Baxter grunted. "But thank you, Michelangelo, for trying to cheer me up."

"For sure, Dude," Michelangelo chirped. "What are friends for?"

That left Baxter in a thoughtful mood as he hung up and returned to his breakfast. It still amazed and even awed him that he _had_ friends, let alone _these_ friends. It was far more than he had ever had before and far more than he felt he had ever deserved. But he still wished things could be different between him and his brother as well.

He finished eating and collected his belongings for the workday. It was time to go vehicle-searching.

Hopefully when he found one, this time he could keep hold of it.

xxxx

Barney's eyes gleamed as he finished tightening a bolt on a bizarre blue-and-silver contraption in the middle of his laboratory. "There!" he grinned. "It's almost finished."

"You're in a good mood today, Barney," the alien computer motherboard observed from the desk.

"Naturally." Barney got down on the floor to tighten the bolts on the creation's underside. "Krang meant it about allowing me to be in charge of the next scheme, and when I saw this thing tossed in a junk heap in one of this fortress's many rooms, I knew I could bring it to life with a few adjustments and modifications."

"I wonder why Krang was so amused when you told him what you were planning to do."

"He probably thought this thing was unsalvageable," Barney giggled. "But I've shown him! I'll show Shredder too. He'll regret leaving me behind at that ratty old theatre when my plan to bring New York City to its knees actually works!"

"And when it does, then what will you do?"

"Whatever I'm instructed to do next," Barney shrugged. Having completed his task, he pulled himself out from under the metal monstrosity and got to his feet. "It feels good to actually be accomplishing something worthy of my talents again."

"I wonder what they'll want you to do if they really do conquer the city. Create robotic law-enforcement to help them run things with iron fists?"

Barney paused. "I never actually thought about it," he admitted. "But I didn't care if I built a machine for Pinky McFingers to enable him and his gang to rob the city blind. Why should I care if I build a machine to wrest control of the city away from the current leaders and place it in the hands of my employers? Or if I build machines to help them keep control once they have it?"

"I guess there's no real reason why you would," said the computer. "However, Shredder will never give up on wanting his enemies dead. And his enemies will never stop trying to get him removed from power if he actually achieves it. Baxter is one of his enemies. Have you stopped to think about the fact that sooner or later, Shredder _will_ want to see him dead?"

Barney frowned. "I've thought that I'd be able to thwart any such plans, especially if I'm on the inside."

"Maybe. But you wouldn't need to thwart them if you weren't helping Shredder and Krang to rise to power in the first place."

That brought a scowl. "For something with artificial intelligence, you think enough to make it hard to believe you don't have the real thing."

"Thank you. I think."

A pounding on the door startled them both. "Are you ready in there?" came Shredder's grudging voice. "Krang wants to see your accomplishment."

Barney shoved the motherboard under the work bench before opening the door with a remote control in hand. "I'm ready," he said smugly. "You can tell Krang that I am prepared to demonstrate my robot spider."

Shredder looked around him at the object in the center of the room. "The Knucklehead actually does look good," he admitted.

Barney raised an eyebrow. "The what?"

Shredder sneered behind his mask. "You didn't know, did you? What you have there is an upgraded version of something I named the Knucklehead. It was invented by your brother shortly before the accident that cross-fused him with a fly."

Barney flinched. "No, I didn't know." He gripped the remote control tighter. "That explains why Krang found it so entertaining when I chose to refurbish it."

"I hope this won't change your mind about going ahead with the demonstration." The inflection in Shredder's voice was clearly mocking.

Barney glowered at him. "It doesn't change my mind at all," he snapped. "So what if Baxter invented it? Clearly it failed. I have perfected it!"

"We shall see." Shredder turned and strode off down the hall, clearly enjoying the mental jab he had just delivered.

Barney immediately shut the door and got the motherboard out again. "Did you know about this?" he demanded.

"No," the computer answered in all honesty. "Baxter never spoke of such an invention. I don't even know how much he remembered of his past or his inventions when he was part-fly."

Barney heaved a sigh. "Alright. Nevermind. I'm going to go demonstrate it now."

"When you send it out in New York City, Baxter will probably recognize it now that he has his mind back."

"Then he will just have to recognize it," Barney sneered. "Maybe then he will acknowledge that I am the better scientist too!" He replaced the motherboard under the work bench before opening the door and stepping into the hall. With a push of the remote control's main button, the Knucklehead came to life and followed him out the door.

xxxx

The Turtles were heavily involved in ninja practice when Splinter hurried into the room, concern written on his features. "Come quickly, my Turtles!" he exclaimed. "Something terrible is happening in the city!"

Leonardo snapped to attention. "What is it, Sensei?" he demanded, sheathing his katanas.

"It is difficult to explain," Splinter said. "April is reporting on it now."

The Turtles exchanged worried looks as they followed Splinter into the living room. On the television, what looked like an enormous spider was weaving a web-like substance around the Channel 6 building.

"Well, there goes the neighborhood," Raphael said dryly.

"The giant robot spider has been encasing Channel 6 in its deadly web for the last thirty minutes," April reported from where she was standing across the street. The camera wobbled.

"What's up with the camera?" Michelangelo blinked.

"Probably Vernon's knees knocking," Raphael said with dripping sarcasm.

"Guys . . ." Donatello looked worried. "Doesn't that spider look familiar?"

". . . Now that you mention it, it kinda does," Michelangelo realized.

"Shredder used that monster against us a long time ago!" Leonardo's eyes flashed. "It was when he poisoned April. Remember?"

"Like I could ever forget," Raphael frowned.

"And that was the first time we ran into Baxter after he got cross-fused with a fly," Michelangelo remembered. "You don't think there's a connection, do you, Dudes?"

"I'm not going to say it's not possible," Raphael shot back.

"But Baxter wouldn't be using it," Donatello pointed out.

"If it went back to the Technodrome and has been there all this time, maybe Barney found it," Leonardo suggested. "Either way, we have to stop it!" He ran for the exit.

"Be careful, my students," Splinter implored. "Whenever an old enemy arises again, it is usually more powerful than before."

"We'll be careful, Master!" Leonardo promised. "And you take it easy. You're still getting over that cold you picked up."

"I will be fine, Leonardo," Splinter assured him. "I will have some chicken soup and watch television."

"Okay then," Leonardo nodded in consent.

"Turtle Power!" the foursome cried as they departed.

xxxx

It was while they were speeding towards Channel 6 in the Turtle Van that Michelangelo felt he should call Baxter. Out of all the Turtles, he was the one who had witnessed Baxter's fear of spiders firsthand. A giant one rampaging in the city, even if only a robot, would probably be enough to send him into utter horror.

Indeed, when Baxter answered the Turtle-Comm, he seemed very tense. "What is it, Michelangelo?"

"I just wondered if you're anywhere near Channel 6," Michelangelo said slowly.

"I'm at a car dealership at the moment, with very little intention of leaving as long as that _thing_ is on the Channel 6 building," Baxter replied.

"After it finishes there, it's probably gonna go somewhere else in town," Michelangelo said. "We're going to try to stop it, but we might not get to Channel 6 before it's done there."

"Be careful." Baxter sighed heavily. "That monstrosity was my invention. I don't know what it's doing running loose after all this time. It certainly isn't under my control."

"Whoa, _you_ invented it?!" Michelangelo stared.

"That was long before I had any qualms about such designs," Baxter grunted.

"I guess so." Michelangelo frowned. "You be careful, Bud. We'll let you know when we've got it squashed."

"As long as I stay here, I'm sure I'll be fine."

"There it is!" Donatello cried.

All of the Turtles stared ahead. The Channel 6 building was completely encased in webbing. The spider was now traveling down its creation towards the ground. Across the street, Vernon was sprawled on the ground in a dead faint and April had taken his camera to continue capturing the footage.

Leonardo pulled over to the curb. "Hi, April," he greeted.

"Hey, guys. I wondered when you'd get here!" April stared ahead at the spider. "What _is_ that thing?!"

"Well . . ." Michelangelo gave her an uneasy smile. "If we tell you where it came from, Burne's not gonna dig it at all."

"It's enormous," Donatello gasped. "I'm sure it wasn't this big the last time!"

"Last time?!" April stared at him. "I don't remember seeing anything like this before!"

"You were kind of out of commission at the time," Leonardo explained. "Anyway, we can't really stop to talk right now. We've got to stomp that thing before it starts covering anything else in webbing!"

"Mondo gross-out, Amigos," Michelangelo exclaimed as they charged the arachnid. "That web looks real! I'm sure when we fought it before, it was just rope!"

Leonardo held up his katanas in defense as the spider shot a string of web at him. He sliced it away. "Whoever upgraded it must have found something to use that looks a lot more accurate!"

Michelangelo lunged at a leg and found himself being swept into the air by an ankle. "Whoa! Only it's a lot stronger than the real thing!"

"Actually, spider webs are incredibly strong," Donatello said. "It just doesn't usually seem so to us."

"This thing could probably give Shelob a run for her money," Raphael quipped. He leaped through the air and cut Michelangelo down with a sai.

"That is a seriously unpleasant picture," Michelangelo groaned. He flipped in mid-air and landed on his feet.

Donatello used his bo as a javelin and landed on the spider's back. It reacted immediately, rearing up to throw him. He lunged forward and attempted to get the bo around its throat. "Someone must be watching everything and controlling it by a remote control!" he cried. "There's definitely no one inside."

"Not unless it's like, bigger on the inside," Michelangelo remarked.

Raphael rolled his eyes. "A TARDIS spider would be a really dumb idea."

The spider finally managed to fling Donatello away. It then turned, wrapping a strand of web around his bo to pull it away.

"Hey!" Donatello snapped. He strained against it, but in vain. The bo left his hands and he went flying backwards again.

Leonardo ran forward to slice at the spider's legs. "It has to have a weakness!" he insisted.

"Yeah, but guess what? Out of the good guys, only Baxter knows it," Raphael retorted. "And he isn't here."

"Maybe I can call him back and ask him," Michelangelo offered.

A madly cackling voice echoed around them. "Think again, Turtles!"

"Barney!" Leonardo cried, not really in surprise but in disappointment.

"You're right about the Knucklehead being controlled remotely," Barney laughed. "I'm nowhere near it! I'm just piping my voice through a loudspeaker system I installed."

"Hooray for you," Raphael said sardonically.

"But you're wrong about weaknesses!" Barney rushed on. "Any weaknesses that were part of my brother's original design are gone now! This spider will be your demise!"

"Then you knew it was Baxter's invention!" Leonardo accused.

"So what if I did?" Barney retorted. "Does that somehow change anything?"

"No, but it makes you even more of a jerk," Raphael sneered. "Don't you ever have your own ideas for inventions?"

"Of course I do!" Barney screeched. "And even if I'm building someone else's idea, I put my own touches on it! Baxter didn't design _this._ "

Many tendrils of web shot forth at each Turtle. Raphael yelped as he found himself being tightly bound all the way up to his beak. Although the others tried to escape his fate, only Leonardo and Michelangelo succeeded.

"Donatello! Raphael!" Michelangelo cried in alarm.

"Oh no!" April wailed, sickened at the sight.

Barney laughed again. "Your friend compared my spider to Shelob. Now all of you can experience what it's like to be wrapped up like Frodo!"

"Dude, you are seriously sick!" Michelangelo's eyes flashed.

"We have to set them free!" Leonardo exclaimed. He ran forward, slashing with his katanas. But instead of landing a hit, he gasped in pain. His weapons dropped as a hand flew to his neck. While Michelangelo and April watched in horror, he collapsed to the ground. The spider promptly started to wrap him in webbing.

"Knockout darts," Barney giggled. "My own special addition."

"Okay, that's the last straw!" Michelangelo threw his grappling hook, cutting through the webbing that was still dangling above Leonardo. Then, rushing forward, he swung his weapon around two of the spider's legs. That occupied its attention enough that while it tried to free itself, Michelangelo was able to drag Leonardo farther away.

"It sure is the last straw!" April muttered to herself. She dug into her pocket for her Turtle-Comm and flipped it open. "Dr. Stockman, where are you?" she cried when Baxter answered.

"I'm at a car dealership. What's going on?" Baxter asked.

"What _isn't_ going on! The Turtles are getting trounced by this giant spider you invented!" April turned the Turtle-Comm around so he could see. "Michelangelo is the only one still standing right now!"

Baxter trembled, gripping his Turtle-Comm. "I thought they'd be able to defeat it. . . ."

"Well, they can't!" April retorted. "Not without a little more help! I'd be willing to get in there and do what I can, but I wouldn't know what I was doing! You invented this thing; you must know some secret way to beat it!"

"I don't know," Baxter hedged. "Especially if it's been upgraded. The weaknesses it had before might not still exist!"

"Or they might, if your brother didn't find them and upgrade ways around them!"

"My brother?" Baxter stared. "He's the one doing this?"

"Yes!" April said impatiently. "He's got Donatello and Raphael completely wrapped up in webs and Leonardo was hit by a knockout dart! Michelangelo tied two of its legs together, but I think it's just about got them free!"

"I . . . I don't know, Miss O'Neil. I . . ." Baxter quaked again.

"Are you afraid of your own invention?!" April exclaimed in disbelief.

"No! No, it's not that. . . ." Baxter averted his gaze.

"You're as bad as Vernon!" April cried, her voice drenched with anguish and frustration. "I thought the Turtles could count on you after everything you've been through together! Nevermind; I'll do what I can myself." With that she snapped her Turtle-Comm closed and ran to Michelangelo.

"April!" He looked up with worried eyes. "Leonardo's still out and it looks like Donatello and Raphael are out of it now too!" He swallowed hard. "And ol' Shelob's breaking out of my grappling hook. . . ."

"And I don't think we can count on any more help!" April moaned. "I tried to get Dr. Stockman to come, but he's afraid!"

Michelangelo jerked up sharply. "You talked to Baxter?!"

"Yes, just now! And he just completely dodged the subject of coming to examine this menace and offer some advice on how to defeat it!"

"But he's like, mondo scared of spiders!" Michelangelo exclaimed.

"What?! But he invented this one!" April gestured at it.

"That was before!" Michelangelo tried to explain. "He wasn't scared of them until he got cross-fused with a fly! You know, flies and spiders are kind of natural enemies!"

April's eyes widened. "I didn't even think about that!" she said in chagrin. "Oh, and I said some terrible things to him!"

"You can apologize later!" Michelangelo got out his nunchucks. "Right now we've gotta do everything we can to bring this thing down. If we don't . . ." He stared at the spider in sickened horror. "The city's probably doomed!"

xxxx

Baxter closed his Turtle-Comm and shoved it into his pocket. He had selected and purchased a vehicle of his choice-a tan station wagon-but he had been lingering in the building, too afraid to leave with the spider on the loose. Now that he knew the Turtles were failing in their fight, he also knew he needed to go out there. He could call April back and try to give directions over the Turtle-Comm about the weaknesses he was aware of, but it was usually so difficult to explain things like that to people without being there in person. And he was agonizingly afraid that it would turn out that the only weak spot now, if any, was the worst possible one.

He had struggled with his fears before on more than one occasion and had finally forced himself to do what needed to be done. The first time, it had resulted in him being struck down by Barney in the Technodrome. The next time, nothing bad had happened to him.

But the spider the Turtles were fighting with wasn't even the spider he had invented. Barney had changed it a great deal. Maybe there really wouldn't be anything Baxter could even do. Going out there might be pointless.

He narrowed his eyes. Pointless or not, he had to make himself do it. The Turtles had been loyal friends to him ever since he had become human again. How could he just leave them and April to struggle with a giant robot spider?

"What are you going to do, Sir?" the employee who had waited on him asked.

Baxter started and looked over. "I'm going to leave now," he forced himself to say before he could change his mind again.

"I thought you said you were waiting for someone to meet you here?"

"They can't make it," Baxter said abruptly. "I'll have to go to them. Thank you for all your help." He took out the car keys and hurried out the door before any more questions could be asked.

He practically threw himself into his car. His hand was still shaking as he inserted the key into the ignition and started the engine. "Oh, this is ridiculous!" he cried to himself. "Spiders shouldn't be a problem for me at all! Not now. This one isn't even alive! And if Barney's controlling it, then . . ."

He trailed off. Barney could not be reasoned with. He had made that quite expressly clear at the Floxy Theatre. Still, if Barney didn't want to hurt Baxter, maybe Baxter could use that to his advantage.

He pulled out of the lot and into the street.

xxxx

April watched in alarm as Michelangelo leaped on the spider's back and tried to get the nunchucks around its throat the same as Donatello had tried with his bo. "Michelangelo, that's not going to work!" she exclaimed.

"You're telling me!" But Michelangelo held on for dear life as the spider bucked and rocked and tried to throw him.

April looked helplessly at the other Turtles. She was trying to cut through the webbing with one of Leonardo's katanas, but the substance was proving to be far tougher than ordinary cobwebs. She really wasn't sure she could cut Raphael and Donatello free without hurting them in the process.

"April!"

She looked up with a start as Splinter came to where she was. "Splinter!" She stared in shock. "How did you get here? You're not supposed to be out yet!"

"I sensed the Turtles were in grave danger," Splinter said. "I see that I was right."

"You sure were." April straightened. "I don't know what we're going to do!"

"I will cut Raphael and Donatello free," Splinter said, reaching for the katana. "You tend to Leonardo."

April agreeably handed over the weapon and went to Leonardo's side. "I'm not sure I can do anything for Leonardo," she said in dismay. "He was hit with a knockout dart."

Splinter's eyes narrowed. "That is most distressing news."

The spider finally succeeded in throwing Michelangelo. The orange-masked Turtle yelped as he was flung across the street and into a telephone pole. The spider turned to face him, waving its front legs in the air.

Michelangelo gulped. "After this, riding a bronco would be a breeze!" He ducked just as a leg slammed into the sidewalk where he had been sitting.

At last Splinter cut through the webs binding Donatello. The Turtle groaned and coughed, his eyes weakly opening. "It was getting hard to breathe in there," he mumbled. Processing the face looking down at him brought him fully aware. "Master Splinter?!"

"Yes." Splinter went to work on freeing Raphael. "We must bring that spider to its knees. Did you find any weaknesses in its structure?"

"No, Master." Donatello sat up, still breathing in the fresh air. "I don't know how we're going to beat it."

"Even if we figure out how to tie up all its legs, that won't turn it off," Michelangelo frowned, coming over to the scene.

"No, it will not," Splinter agreed. "But it might buy us some time."

"Hey, maybe if we're having so much trouble breaking this mondo gross webbing, it would have trouble too!" Michelangelo hoped.

April raised an eyebrow. "Can you make it tie itself up?"

"Maybe!" Michelangelo ran at the spider, waving his arms and spinning his nunchucks. "Yoohoo! Shelob! Can't catch me!" As the spider emitted more of its webbing, Michelangelo started to run between its legs, forcing it to twist and turn and adjust the angle of the web. By the time he had run all the way around, every spindly leg was tangled in the sticky substance. The spider struggled and collapsed, still fighting against it.

"You did it!" April cheered.

"Alright! Take that, Barney!" Michelangelo somersaulted backwards, away from the enormous arachnid.

"Oooh! Don't think you've won yet, Turtle!" Barney snarled.

"We don't," Raphael crowed as Splinter freed him. "But we do know we've put a serious dent in your plans!"

"And here's another!" Baxter pulled up at the curb and leaped out of the car. "Now you'll have one more person to contend with, Brother!"

April looked over in new amazement. "Dr. Stockman!"

There was a brief silence from Barney, followed by, "I was expecting you sooner or later. Do you like what I've done with your monster?"

"In a word, No!" Baxter retorted.

He was still afraid as he stood there looking up at the creation. But even as he trembled, he forced himself to go over to April and Leonardo. "What kind of a knockout dart hit him?" he asked.

"This!" April held it up.

Baxter frowned as he took it and looked it over.

"Can you help him?" April demanded.

"Do you think I carry antidotes for knockout darts everywhere?" Baxter retorted. Then, sighing, he continued, "Barney has invented them before. If he hasn't changed his formula, I might be able to do something without taking the extra time to analyze this."

"If you do need to analyze it, we can do it in the Turtle Van!" Donatello piped up.

"I'll try this first." Baxter took out a small packet of powder and tore it open. "Hold his mouth open."

April blinked. "I'll try." She gently pried Leonardo's beak open and watched as Baxter poured the powder on his tongue. "What is that?!"

Baxter looked embarrassed. "As a matter of fact, I _do_ carry an antidote for one particular type of knockout formula everywhere."

April shook her head. "There must be a really crazy story behind that one."

Barney scoffed. "I spiked his coffee one evening when we were each going to give a presentation at a college event. I didn't want him able to horn in on my ability to win."

"Then you didn't deserve to win!" April said in disgust. "And you're not going to win now, either!"

Leonardo stirred and groaned. "Oh . . . what happened?" he mumbled.

"It worked!" Donatello said in relief.

"Well, what do you know?" Raphael smiled.

"Well done, Dr. Stockman," said Splinter.

"Welcome back, Bud!" Michelangelo chirped.

Leonardo sat up, rubbing his head. "I have this memory that we were fighting a giant spider and it threw something at me. . . ."

"That's what happened, Amigo," Michelangelo said. "And it looks like it's just about to break free!"

Raphael clutched his sai. "Brace yourselves!"

The spider tore free of the webbing and got to its feet, turning to charge at the group.

"You see, Turtles?" Barney cackled. "You may have had a slight reprieve, but it won't save you! I will have the last laugh yet!"

"And what are you gonna do with all of us?" Raphael snapped.

"I'll worry about that later!" Barney said flippantly. "My task is to stop you. Someone else can finish you off!"

"Maybe you don't want to kill us," Baxter said, getting to his feet. "But if you deliver us to Shredder, that's what will happen!"

A brief silence. "Then you're a fool, Baxter! You should have stayed away! What's the matter with you?!"

"I care about my friends more than I care about being safe!" Baxter yelled back. "And maybe I still have enough confidence in you to think that you won't really hurt me!"

". . . Your confidence is misplaced."

"Then attack me." Baxter spread his arms, even as he shook with fear at the sight of the giant spider. "What are you waiting for?!"

"Dr. Stockman, no!" April exclaimed. "Don't do it!"

"Baxter, are you nuts?!" Raphael ran in front of him. "You can't trust that guy! He'd waste all of us. And if it came down to you or Shred-Head, who do you really think he'd choose?! He's made it pretty clear so far, hasn't he?!"

A strand of webbing shot out at Raphael. Prepared this time, he cut through it with his sai.

Baxter didn't answer. He felt that Barney had consistently tried to choose both him and Shredder (or Krang), but he couldn't very well say that in case someone else besides Barney was watching and listening to everything.

The spider swiped a leg in Raphael and Baxter's direction. Raphael yelped as they were swept to the sidewalk and crashed near the still-dazed Vernon.

"Oh!" Vernon cried. "What's going on?!"

"That monster spider over there is playing croquet, with us as the balls!" Raphael retorted.

Baxter groaned and sat up, rubbing his head. "Barney . . ."

"See what I mean?!" Raphael burst out. "Your brother doesn't care! You're a naive idiot to think he does! Look at everything he's done and how he didn't hesitate to do it to you as well as us!"

Baxter stiffened. Pain flashed through his eyes, but he had no words to properly reply.

"I'm not staying around here to be batted by that beast!" Vernon leaped to his feet and tried to run. Instead he tripped over a spider leg and fell back on the sidewalk.

Barney sounded bored when he spoke again. "He's not even worth the effort."

The spider stepped over Vernon and turned, shooting out more webbing at Leonardo and Donatello as they charged. Leonardo sliced it while Donatello vaulted over it to land on the spider's head. He landed firmly on the creature's antennae, which bent at an odd angle. Almost immediately, the spider began to vibrate.

"Whoa! Donatello, what did you just do?!" Michelangelo exclaimed.

"I . . . don't know," Donatello said in surprise.

"You idiot!" Barney snarled. "You damaged the receiver for the remote control! Without it, the Knucklehead will simply run amok!"

"Like, could it run any more amok than when you were controlling it?" Michelangelo retorted.

Donatello jumped down as the spider started to violently spin from side to side. "I think it can!"

Everyone stared in horror. The spider shimmied up a nearby building, made a strand of webbing, and swayed from side to side as it began to weave a complex web bridging two buildings.

"Um, Baxter dude, if you know of any weaknesses that thing has, now would be a great time to tell us," Michelangelo gulped.

"Barney insisted he corrected any weaknesses it had," Baxter answered. He stared at the spider, transfixed in his sickened shock.

"Well, maybe he didn't!" Michelangelo insisted. "It can't hurt to try!"

". . . You're right." Baxter adjusted his glasses as the spider began to walk across the web bridge it had just made. "Its jaw was a weak spot."

"Alright, then let's try this!" Leonardo sent a katana flying upward into the creature's jaw. It bounced off and fell back down.

"Now what?" Michelangelo moaned.

"Try hitting one of its eyes," Baxter suggested.

Donatello made that attempt. Laser beams shot out from every eye, sending his bo staff spinning as it burned. "Oh no!"

Baxter cringed. "I was always going to install something like that. I never quite finished building it before Krang tried to murder me."

"We're running out of weak spots!" Raphael exclaimed. "Your brother really did patch them up!"

Baxter trembled. "There's only one other that I know of, but it can't be reached from down here."

"Oh great. So one of us has to climb up there!" Raphael said in frustration.

"I'd have to do it," Baxter whispered. "The spot is too small, too precise. I wouldn't be able to point it out to any of you with any accuracy. I was desperately hoping one of the other spots would still be weak, but that was a vain and foolish hope."

"But like, you can't go up there!" Michelangelo exclaimed. "You were doing really good to come out at all with that thing loose! Now it's not even being controlled by anyone! It really is like a real, live spider! And you don't even know that this other spot will work either!"

"What choice do I have?" Baxter half-wailed.

". . . He's got a point," said Raphael. "If he's the only one who can pick it out . . ."

Michelangelo swallowed hard. "Well, if he has to. . . . But I'll come along!" He grabbed his grappling hook and sent it up to the top of the needed building. "You go first, Baxter, and I'll be right behind you."

Baxter was clearly still frightened, but he appreciated Michelangelo's attempt to help him feel better. He took the end of the rope, shaking in fear, and slowly started up.

True to his word, Michelangelo immediately followed him up. "It'll be okay, Baxter," he encouraged. "You can just point out the spot, we'll run it through, and be down from here before the spider comes after us."

Baxter didn't reply. He had a sinking feeling that Michelangelo's optimism would not hold true this time.

Somehow he managed to climb up the entire rope without trying to turn back. But when he reached the roof and stood there staring at the enormous spider bearing down on him, it was too much. He screamed and covered his face. "I can't do this!" he cried, turning away. "I can't. . . ."

"Hey, I'll distract it," Michelangelo offered. "Then you can find the spot without it fighting you!" He leaned over the edge of the roof. "Leonardo, send up your other katana!"

"Well, alright." Looking doubtful, Leonardo threw the weapon into the air, where Michelangelo caught it by the handle. He handed it to an even more doubtful Baxter.

"I don't know how to use this!" Baxter exclaimed.

"Just stab with it! Or slice it or something. Whatever you figure will work!" Michelangelo said. "Okay, here goes everything. Cowabunga!" He charged the spider, twirling both nunchucks over his head.

It turned, regarding the Turtle in aggravation. Ignoring Baxter now, it focused on attacking Michelangelo. He dodged the flying webbing with a cackle. "Still can't catch me!"

Baxter watched in dismay. "How am I going to get on its back?" he moaned. Still, knowing he had to try, he shakily advanced from the side. When it reared up in preparation for stomping on Michelangelo, Baxter ran at it with the sword held over his head.

Now that it was so much bigger than when he had originally invented it, it was much more difficult to find the spot. By the time he was sure, the spider was changing position again. Baxter had no choice but to leap in the air and bring the sword down, slamming it between two connecting sections. "Michelangelo, get out of the way!" he yelled at the same moment.

Michelangelo jumped back in surprised confusion. But when the spider exploded in an electrical fury and Baxter was thrown free with a cry of pain and terror, Michelangelo snapped to in horror. Down below, April screamed and the other Turtles desperately tried to get into position to do something. But only Michelangelo was close enough. He hopped back on the rope and swung out, catching Baxter as he fell from the roof. "I've got you, Dude!" he cried.

Baxter groaned, slumping against him. "It's so bright," he mumbled. "There's so much light. . . . It's searing me . . . killing me. I'm going to die in this awful place. . . . There won't even be any of me left."

Michelangelo slid to the ground and hurried over to the others. "Hey, I think Baxter really got hit hard by that burst of electricity," he said worriedly. "He's talking weird."

Splinter laid a hand on Baxter's forehead. "I believe he is remembering when he was cross-fused with the fly. The electrical shock must have brought those memories to the forefront of his mind. But he should be alright."

"Oh, I hope so," April fretted.

Leonardo jumped back as his electrified katana fell to Earth and embedded in the concrete. Up above, the spider collapsed in a sparking, sizzling mess. "Well, that's the end of the Knucklehead," he said. "But I wish we hadn't needed Baxter to defeat it." He looked to Baxter laying dazed in Michelangelo's arms. "He was so afraid that getting involved in the fight with Shredder would make it impossible for him to live a normal life."

"And that he'd get hurt," Michelangelo added sadly.

"Well, he sure knew the risks, but he took them anyway," said Raphael, but his eyes showed he was troubled.

"He felt he didn't have much choice," said Donatello.

"Maybe we need to take him to the hospital," April worried.

"I hope not," Splinter frowned. "If he spoke like this there, they might not allow him to go free."

"You're right," April realized. "Just because Vernon did that news story doesn't mean everyone would believe it."

"It may just take a few moments for him to recover his senses. Michelangelo, lay him on the back seat of his vehicle," Splinter directed.

"Okay, Sensei." As Leonardo opened the door, Michelangelo laid Baxter across the back seat. "Hey, I really hope you'll come back to us soon, Bud," he said quietly.

xxxx

In the Technodrome, as Barney observed the last stage of the fight against the Knucklehead on Krang's transdimensional screen, he turned several shades of pale when Baxter flew at the creature and was electrocuted in response.

"Baxter is an idiot," Shredder sneered as he approached. "And now you have failed with your very own plan. Perhaps now you won't be so high and mighty."

Barney gripped the microphone, his knuckles white. He couldn't ask if Baxter was alive and alright, not now that the Knucklehead and its loudspeaker system was being destroyed. He could only stare at the screen as Michelangelo caught Baxter and descended to the ground. Baxter seemed to be moving and talking. It wasn't Barney's imagination. He was alive. But was he alright?

"What's the matter with you?" Shredder snapped. "Are you so affected by your brother's actions?"

"I'm angry about the robot spider," Barney retorted. He set the microphone down and turned to stalk away. "As for whether or not my attitude will change, that is unlikely."

Shredder didn't call him back and it was a relief to escape to his laboratory. He locked himself in and sank down at the desk.

"What's wrong, Barney?"

Barney sighed and pulled out the computer motherboard. "My spider was destroyed," he reported. "And Baxter was hurt doing it. I don't know if he's alright!"

The computer was silent, shaken by that news. "Surely you knew something like that might happen," it said at last. "You and Baxter are on opposite sides, as you have said multiple times. Sooner or later he would try to stop one of your inventions and be hurt for his efforts."

"Yes, I knew," Barney said bitterly. "I can't even say I was terribly bothered by the possibility. I tried to tell myself I wouldn't be anyway, or that those Turtles would take the brunt of the damage. I actually enjoyed using the spider against them."

"Was it really that you enjoyed seeing them hurt, or that you enjoyed seeing how your invention worked?"

"Considering that it was a weapon, that's basically the same thing, isn't it?"

"Not exactly," said the computer. "If you simply enjoyed testing your invention, you might not really be thinking about how it could hurt others. You might equate it with playing a violent video game, where you certainly aren't thinking about injuries but about how enjoyable and exciting it is to play the game."

"No one really gets hurt in a violent video game," Barney muttered. "Except perhaps the player, for engaging in such mind-melting tripe."

"True, but the parallels are still there."

Barney didn't acknowledge that. ". . . Even if I didn't care if the Turtles were hurt, I didn't want my brother hurt."

"Why don't you go back in the other room and watch the screen to make sure he's alright?"

"I guess I'm afraid I'll find out he isn't," Barney said. "But I'll just be torturing myself if I don't find out." He pushed the motherboard under the work bench again and left the laboratory.

xxxx

Baxter had been silent for several long moments before he blinked and groaned and looked like he was becoming more aware of things again. "Oh . . . what happened?" he mumbled. He reached up to rub at his head.

"Dude! You like, totally blew up the spider!" Michelangelo exclaimed with a wide gesture.

"I did?" Baxter still looked dazed and confused. "I remember stabbing it with a sword, but . . ."

"You sure did," said April.

"And then you got shocked," Michelangelo added with a shudder.

Baxter flinched. "Now _that_ I remember."

"How do you feel now, Dr. Stockman?" Splinter asked in concern.

"Dizzy . . . disoriented. . . . But I think I'll be alright." Baxter shakily sat up.

"We sure hope so," said Leonardo. "We were really worried."

Baxter hesitated. "I guess you . . . haven't heard anything more from Barney. . . ."

"We can't," Donatello said. "The loudspeaker system was destroyed along with the rest of the spider."

"And he hasn't come through any portals to check on you," Raphael added.

Baxter frowned. Barney really couldn't, not without raising suspicion. He had probably been observing everything on the transdimensional screen, and he might still be. So Baxter wouldn't risk Barney's safety by saying anything that could hint to Shredder and Krang that Barney truly did care, as Baxter believed he did.

"Forget about Barney," Raphael continued. "At least for now. You should be thinking about yourself."

"I agree," said Splinter. "You should certainly take it easy for the rest of today."

Baxter grimaced. "I doubt Mr. Thompson would let me take the day off when I've only barely started working for him."

"You can work from home," April insisted. "There's some more scripts you could look at. You don't need to be at Channel 6 to do that!"

"I suppose that's true," Baxter relented.

"And Dr. Stockman?" April looked guilty now. "I'm sorry about what I said to you on the Turtle-Comm. I didn't know your reasons and I shouldn't have acted like you were being ungrateful to the Turtles when you couldn't bring yourself to come."

Baxter gave a weary sigh. "But you were right, Miss O'Neil. It wasn't right not to come when I was needed."

"Everyone is afraid of something," Leonardo said kindly. "For me it was snakes. I even ran away and left the others once, when I saw I'd have to go through dozens of snakes in order to help them."

Baxter looked at Leonardo in shock. "After everything you'd been through, you just _left_ them?!"

"Yes. It's not something I'm proud of." Leonardo sighed. "I guess part of me thought that they could get out of the mess themselves. At least, that was what I kept trying to tell myself so I wouldn't feel so badly about running away."

"He came back to help us, though," Michelangelo piped up.

"That's right," Leonardo nodded. "I faced my fear, just like you did, because I knew I had to."

"And are you still afraid of snakes?" Baxter asked slowly, almost cautiously.

"No," Leonardo replied. "I don't like them, but I'm not afraid of them. Facing my fear helped it to go away."

Baxter gave a single dry laugh. "That's what they always say. Maybe it works for most people, but I am still afraid of spiders. Now that everything's said and done, I don't know how I forced myself to do what I did. I don't know if I could do it again. The thought of that creature fills me with utter, absolute horror. I can't forget when I actually was the prey of an enormous spider. It's one of the few clear memories I have from the time I was cross-fused with that fly."

"How horrible," April exclaimed, aghast.

"Actually, it happened more than once . . . I think," Baxter frowned. "I don't recall the second time as clearly. But the first time was more than enough to remember." He looked away. "I ahbor spiders. . . ."

"And that is alright as well," Splinter spoke. "No, facing one's fear doesn't work for everyone. Some people are always afraid of certain things. The important thing is whether they can put that fear aside when it truly counts. That is what you did, Dr. Stockman. It doesn't in any way diminish what you did that you continue to carry that fear in your heart after the fact."

"Maybe it makes it even more gnarly!" Michelangelo suggested.

That brought a tired but genuine smile. "It's nice that you can think of it that way, Michelangelo."

April smiled too. "I'll drive you home, Dr. Stockman," she offered.

"And I guess we should get to work on getting this web down," Donatello remarked, turning to look at the Channel 6 building.

"Yeah, I bet ol' Burne's blowing a gasket in there," Raphael smirked.

"It is pretty gross," Leonardo sighed. "Maybe we can use the Turtle Blimp."

"Sounds good to me," Raphael shrugged.

Michelangelo straightened. "Well, see you, Baxter," he said. "Let us know if you still want to come over for dinner tonight. Or we could come there!"

"Maybe," Baxter said. "I'll let you know." He smiled again. "Thank you."

"No prob," Michelangelo waved.

xxxx

Shredder scowled at the scene on the transdimensional screen. "So Baxter is still alive." He sneered. "He has more lives than a cat."

"Both of the brothers are good at staying alive, apparently," Krang remarked. "Barney survived that fall from the theatre balcony."

"Yes," Shredder mused. "But even a cat's luck runs out eventually." His eyes narrowed. "Baxter is becoming as much of an annoyance as the Turtles' other friends."

"Whom you also haven't had any luck getting rid of." Krang eyed him in suspicious annoyance. "You'd better not be getting any more bright ideas of focusing plans on destroying them. Raising the Technodrome is the most important thing right now."

"I'm just thinking aloud," Shredder said vaguely.

Neither of them appeared to know Barney was lingering and listening in the doorway. He turned, quietly walking back to his laboratory and the alien computer motherboard.


End file.
